EXHIBIT 10(i)
                              WHITMAN CORPORATION
                           EXECUTIVE RETIREMENT PLAN

                                                   


               As Amended and Restated Effective January 1, 1998


WHITMAN CORPORATION EXECUTIVE RETIREMENT PLAN

Whitman  Corporation  amends and  restates,  effective as of January 1, 1998, an
unfunded,  deferred compensation plan on behalf of certain designated management
or highly compensated  employees of Whitman  Corporation.  This document defines
the  provisions  of such  plan and  shall be known as the  "Whitman  Corporation
Executive Retirement Plan."

This plan is intended in part to be an unfunded,  deferred compensation plan for
a select group of management or highly  compensated  employees,  as described in
sections  201(2),  301(a)(3),  and 401(a)(1) of the Employee  Retirement  Income
Security  Act of  1974  ("ERISA")  and in  part  to be an  excess  benefit  plan
described in section 3(36) of ERISA.

Table of Contents
-----------------

ARTICLE I

DEFINITIONS
   1.1          "Accounting Period"
   1.2          "Accounts"
   1.3          "Actuarial Equivalent"
   1.4          "Appendix"
   1.5          "Beneficiary"
   1.6          "Benefit Trust Committee"
   1.7          "Board of Directors"
   1.8          "Change of Control"
   1.9          "Company"
   1.10         "Company Stock"
   1.11         "Compensation"
   1.12         "Compensation Committee"
   1.13         "Compensation Limit"
   1.14         "Contribution Dollar Limit"
   1.15         "Conversion Election"
   1.16         "Death Benefit"
   1.17         "Deferrals"
   1.18         "Deferral Election" or "Election"
   1.19         "Deferral Percentage"
   1.20         "Designated Participant"
   1.21         "Effective Date"
   1.22         "Eligible Employee"
   1.23         "Employee"
   1.24         "Enrollment Election"
   1.25         "ERISA"
   1.26         "Exchange Act"
   1.27         "Insider"
   1.28         "Installment Form of Payment"
   1.29         "Internal Revenue Code" or "Code"
   1.30         "Investment Election"
   1.31         "Investment Fund" or "Fund"
   1.32         "Investment Grade Rating"
   1.33         "Maximum Annual Additions Limitation"
   1.34         "Maximum Annual Benefit Limitation"
   1.35         "MIC Award"
   1.36         "Notice Date"
   1.37         "Parent"
   1.38         "Participant"
   1.39         "Payment Date"
   1.40         "Pension Plan"
   1.41         "Plan"
   1.42         "Plan Year"
   1.43         "Retirement Benefit"
   1.44         "RSP"
   1.45         "Section 401(m) Limitation"
   1.46         "Settlement Date"
   1.47         "Spouse"
   1.48         "Successor Plan"
   1.49         "Sweep Date"
   1.50         "Termination of Employment"
   1.51         "Trade Date"
   1.52         "Trust"

ARTICLE II

PARTICIPATION
   2.1          Eligibility
   2.2          Enrollment Election

ARTICLE III

PARTICIPANT DEFERRAL ELECTIONS
   3.1          Employee Deferral Election
   3.2          Election Procedures
   3.3          Coordination with RSP

ARTICLE IV

DEFERRALS AND POSTINGS
   4.1          Replacement RSP Employer Deferral
   4.2          MIC Deferral
   4.3          Pay Based Deferral
   4.4          Replacement RSP Employee Deferral
   4.5          RSP Employer Deferral
   4.6          RSP Employee Deferral

ARTICLE V

EXCESS RETIREMENT AND DEATH BENEFITS
   5.1          Amount of Pension Benefits
   5.2          Amount of Death Benefit
   5.3          Pre-1994 Benefits

ARTICLE VI

ACCOUNTING FOR PARTICIPANTS'
ACCOUNTS AND FOR INVESTMENT FUNDS
   6.1          Individual Participant Accounting
   6.2          Accounting for Investment Funds

ARTICLE VII

INVESTMENT FUNDS AND ELECTIONS
   7.1          General
   7.2          Investment of Deferrals
   7.3          Investment of Accounts
   7.4          Insiders
   7.5          Investment Returns on MIC Deferrals
   7.6          Restrictions on Measurement
   7.7          Procedures

ARTICLE VIII

VESTING AND FORFEITURES
   8.1          Fully Vested Deferral Accounts

ARTICLE IX

WITHDRAWALS
   9.1          Withdrawals for Hardship
   9.2          Withdrawal Processing

ARTICLE X

DISTRIBUTIONS
   10.1         Retirement Benefit
   10.2         Pension Death Benefit
   10.3         Accounts
   10.4         MIC Account
   10.5         Death Benefit of Accounts
   10.6         Prior to 1994
   10.7         Payments of Retirement and Death Benefit Due to an Investment 
                Grade Rating Change
   10.8         Payment of Accounts Due to an Investment Grade Rating Change
   10.9         Payment of Retirement and Death Benefits Due to a Change of 
                Control
   10.10        Payment of Accounts Due to a Change of Control

ARTICLE XI

AMENDMENT
   11.1         Prior to a Change of Control
   11.2         After a Change of Control

ARTICLE XII

TERMINATION

ARTICLE XIII

MISCELLANEOUS PROVISIONS
   13.1         Administration
   13.2         Finality of Determination
   13.3         Expenses
   13.4         Indemnification and Exculpation
   13.5         Funding
   13.6         Corporate Action
   13.7         Interests not Transferable
   13.8         Effect on Other Benefit Plans
   13.9         Legal Fees and Expenses
   13.10        Deduction of Taxes from Amounts Payable
   13.11        Facility of Payment
   13.12        Merger
   13.13        Gender and Number
   13.14        Invalidity of Certain Provisions
   13.15        Headings
   13.16        Notice and Information Requirements
   13.17        Governing Law


ARTICLE I
---------


                                   DEFINITIONS

     The following sections of this Article I provide basic definitions of terms
used  throughout  this Plan,  and whenever  used herein in a  capitalized  form,
except as otherwise  expressly  provided,  the terms shall be deemed to have the
following meanings:

     I.1 "Accounting Period" means each business day.

     I.2 "Accounts"  means the record of a  Participant's  interest in this Plan
represented by his or her:

          (a) "MIC Deferral  Account"  which means a  Participant's  interest in
     this Plan composed of MIC  Deferrals  posted for each Plan Year on or after
     January 1, 1994 to the  Participant  under this Plan, if any (as identified
     by the  Benefit  Trust  Committee)  for such Plan Year,  plus all  interest
     deemed  credited to and minus all withdrawals  and  distributions  actually
     charged to such account.

          (b) "Pay Based Account" which means a  Participant's  interest in this
     Plan composed of Pay Based Deferrals  posted for each Plan Year on or after
     January 1, 1994 to the  Participant  under  this Plan,  plus all income and
     gains  deemed  credited  to and minus all  losses  deemed  charged  to such
     account,  as measured by the  investment  returns of each  Investment  Fund
     designated by the Participant,  and minus all withdrawals and distributions
     actually charged to such account.

          (c)  "Replacement  RSP Accounts"  which  consists of the following two
     accounts:

               (1)   "Replacement   RSP   Employee   Account"   which   means  a
          Participant's  interest  in this  Plan  composed  of  Replacement  RSP
          Employee  Deferrals  posted for each Plan Year on or after  January 1,
          1994 to the Participant  under this Plan, if any (as identified by the
          Benefit Trust Committee) for such Plan Year, plus all income and gains
          deemed  credited  to and  minus  all  losses  deemed  charged  to such
          account, as measured by the investment returns of each Investment Fund
          designated  by  the   Participant,   and  minus  all  withdrawals  and
          distributions actually charged to such account; and

               (2)   "Replacement   RSP   Employer   Account"   which   means  a
          Participant's  interest  in this  Plan  composed  of  Replacement  RSP
          Employer  Deferrals  posted for each Plan Year on or after  January 1,
          1994 to the Participant  under this Plan (as identified by the Benefit
          Trust  Committee) for such Plan Year, plus all income and gains deemed
          credited to and minus all losses deemed  charged to such  account,  as
          measured by the investment  returns of each Investment Fund designated
          by the  Participant,  and  minus  all  withdrawals  and  distributions
          actually charged to such account.

          (d) "RSP Employee  Account"  which means a  Participant's  interest in
     this Plan composed of RSP Employee  Deferrals  posted under this Plan prior
     to January 1, 1994, if any (as identified by the Benefit Trust  Committee),
     plus all income and gains  deemed  credited to and minus all losses  deemed
     charged to such  account,  as  measured by the  investment  returns of each
     Investment  Fund designated by the  Participant,  and minus all withdrawals
     and distributions actually charged to such account.

          (e) "RSP Employer  Account"  which means a  Participant's  interest in
     this Plan composed of RSP Employer  Deferrals  posted under this Plan prior
     to January 1, 1994, if any (as identified by the Benefit Trust  Committee),
     plus all income and gains  deemed  credited to and minus all losses  deemed
     charged to such  account,  as  measured by the  investment  returns of each
     Investment  Fund designated by the  Participant,  and minus all withdrawals
     and distributions actually charged to such account.

     I.3  "Actuarial  Equivalent"  means an amount equal in value to the benefit
replaced as determined (i) in accordance with the terms of the Pension Plan with
respect to the  determination of any form of benefit other than a single sum, or
(ii) with respect to a single sum distribution,  by: (A) using an assumed annual
discount  rate  equal to the  weekly  average,  as of the last  full week of the
fourth calendar month prior to the month containing the date the single sum will
be paid,  of the Bond  Buyer's  Average of 20  Municipal  Bonds,  rounded to the
nearest 1/4%, as published  weekly by the Federal  Reserve Bank of St. Louis and
(B) assuming the payee lives for the duration of his life expectancy  where such
life expectancy is calculated according to the UP94 Mortality Table.

     I.4 "Appendix" means a written supplement  attached to this Plan and made a
part hereof which has been added in accordance with the provisions of this Plan.

     I.5 "Beneficiary" means

          (a) with  respect  to the Death  Benefit  payable  upon the death of a
     Participant,  any person  designated  by the  Participant  (actually  or by
     default) to receive any retirement  benefits which are payable with respect
     to the death of a Participant under the Pension Plan; and

          (b) with respect to the balance of a Participant's  Accounts as of the
     death of such Participant, each person designated by the Participant on his
     or her most recent  Enrollment  Election form approved by the Benefit Trust
     Committee;  provided that if a Participant fails to designate a Beneficiary
     on an Enrollment Election form or if all such designated persons predecease
     the  Participant  without  the  Participant   completing  a  new,  approved
     Enrollment  Election form, then Beneficiary  means any person designated by
     the  Participant  (actually or by default) to receive the balance of any of
     his or her  accounts  which are payable  with  respect to the death of such
     Participant under the RSP.

     An  individual  who is entitled to receive a Death Benefit on and after the
death of a Participant will remain a Beneficiary until the latest of (a) receipt
of the  balance  of all of such  Accounts  to  which  he or she is  entitled  to
receive;  or (b)  receipt  of such  Beneficiary's  Death  Benefit,  if  any,  is
completed (or made in a single sum).

     I.6 "Benefit Trust Committee"  means the Benefit Trust Committee  appointed
pursuant  to the terms of the  Trust  which  will  have the power to manage  and
control the operation and administration of this Plan.
                 
     I.7 "Board of Directors" means the board of directors of the Company or the
Parent.

     I.8  "Change  of  Control"  means an event  which  shall be  deemed to have
occurred if (i) there shall be consummated  (A) any  consolidation  or merger of
the  Parent,  if one exists,  or the  Company in which  either the Parent or the
Company,  respectively,  is not  the  continuing  or  surviving  corporation  or
pursuant to which  shares of the  Parent's  or the  Company's  common  stock are
converted into cash, securities or other property,  other than a merger in which
the  holders  of the  Parent's  or the  Company's  common  stock,  respectively,
immediately  prior to the  merger  have  substantially  the  same  proportionate
ownership of common stock of the  surviving  corporation  immediately  after the
merger, or (B) any sale,  lease,  exchange or other transfer (in one transaction
or in a series of related  transactions) of all or substantially  all the assets
of either  the Parent or the  Company,  or (ii) the  shareholders  of either the
Parent or the Company shall approve any plan or proposal for such  corporation's
liquidation  or  dissolution,  or (iii)  any  person  (as  such  term is used in
Sections 13(d) and 14(d)(2) of the Exchange Act, other than the Parent,  Company
or its  subsidiaries,  or any employee  benefit plan sponsored by the Company or
its subsidiaries,  shall become the beneficial owner (within the meaning of Rule
13d-3 under the Exchange  Act) of securities of either the Parent or the Company
representing  twenty-five  percent (25%) or more of the combined voting power of
the  Parent's  or  the  Company's,  respectively,  then  outstanding  securities
ordinarily (and apart from rights accruing in special  circumstances) having the
right to vote in the election of directors,  as a result of a tender or exchange
offer, open market purchases,  privately negotiated  purchases or otherwise,  or
(iv) at any time during a period of two  consecutive  years,  individuals who at
the beginning of such period  constituted the Board of Directors shall cease for
any reason to constitute at least a majority thereof, unless the election or the
nomination  for  election  by  the  Parent's  or  the  Company's   shareholders,
respectively, of each new director during such two-year period was approved by a
vote of at least  two-thirds  of the  directors  then  still in office  who were
directors at the beginning of such two-year period.

     I.9  "Company"  means  Whitman  Corporation  or  any  successor  entity  by
operation of law or any successor  entity which  affirmatively  adopts the Plan,
the Trust and the  obligations of Whitman  Corporation  with respect to the Plan
and the Trust.
                                         
     I.10 "Company  Stock" means common stock issued by the Parent,  or if none,
then by the Company.

     I.11 "Compensation" means

          (a) for purposes of Replacement  RSP Employee  Deferrals,  Replacement
     RSP  Employer  Deferrals  and Pay  Based  Deferrals  for any Plan  Year,  a
     Participant's  "Compensation",  as  defined  in the RSP  (disregarding  any
     provision having the effect of excluding Replacement RSP Employee Deferrals
     and MIC Deferrals), for a Plan Year to the Participant;

          (b) for purposes of RSP Employee Deferrals and RSP Employer Deferrals,
     a  Participant's  Compensation,  as  defined in the RSP  (disregarding  any
     provision  having the effect of excluding  RSP Employee  Deferrals),  for a
     Plan Year;

          (c) for purposes of MIC Deferrals,  a  Participant's  MIC Award (other
     than that  portion of the MIC Award  which is a  Replacement  RSP  Employee
     Deferral and  excluding  an amount  equal to the sum of (i) the  Employee's
     portion of taxes imposed by the Federal  Insurance  Contributions  Act with
     respect to the MIC Award,  with  respect to the  Replacement  RSP  Employer
     Deferrals  on the  portion  of the MIC  Award  which is a  Replacement  RSP
     Employee  Deferral,  and if needed,  with respect to the Retirement Benefit
     accrual,  for that  Plan  Year  plus,  if  needed,  (ii)  other  applicable
     withholding amounts); and

          (d) for purposes of computing the Retirement  Benefit, a Participant's
     "Compensation,"  as defined in the Pension Plan (disregarding any provision
     having the effect of excluding  RSP  Employee  Deferrals,  Replacement  RSP
     Employee Deferrals and MIC Deferrals),  for a Plan Year, as adjusted by the
     Benefit Trust Committee from Plan Year to Plan Year, and effective  January
     1, 1994,  Compensation  shall include a Participant's  MIC Award earned for
     services rendered during such Plan Year, but shall not include an MIC Award
     paid during the same Plan Year for services  rendered during the prior Plan
     Year.

     Notwithstanding  the above, the definition of "Compensation" in the RSP and
the Pension Plan shall not include the Compensation Limit.

     I.12 "Compensation Committee" means the Compensation Committee of the Board
of Directors.

     I.13   "Compensation   Limit"  means  the   limitation  on  the  amount  of
Compensation   which  may  be  considered  after  application  of  Code  section
401(a)(17).

     I.14  "Contribution  Dollar  Limit" means the annual limit  imposed on each
Participant  pursuant  to section  402(g) of the Code,  which is seven  thousand
dollars  ($7,000)  per Plan  Year (as  indexed  for cost of  living  adjustments
pursuant to Code section 402(g)(5) and 415(d)).
                 
     I.15 "Conversion Election" means, effective on or after January 1, 1994, an
election, on such form that may be required by the Benefit Trust Committee, by a
Participant  to change the method of measuring the  investment  return on all or
some specified portion of such Participant's  Accounts.  No Conversion  Election
shall be deemed to have been given to the Benefit Trust  Committee  unless it is
complete and delivered in accordance  with the  procedures  established  by such
Benefit Trust Committee for this purpose.

     I.16 "Death  Benefit" means a monthly (or single sum) benefit  payable to a
Beneficiary and determined in accordance with this Plan.

     I.17  "Deferrals"  means  amounts  posted to this Plan by the Company or an
Eligible Employee. Specific types of deferrals include:

          (a) "MIC".  An amount  posted after 1993 based upon the  Participant's
     Deferral Election to defer some or all of his or her Compensation.

          (b) "Pay Based". An amount posted and allocated on a pay based formula
     to an eligible Participant's Accounts.

          (c) "Replacement RSP Employee". An amount posted after 1993 based upon
     the   Participant's   Deferral  Election  to  defer  some  of  his  or  her
     Compensation.

          (d) "Replacement RSP Employer". An amount posted after 1993 based upon
     the Replacement RSP Employee Deferral made by the eligible Participant.

          (e) "RSP Employee".  An amount posted prior to 1994 on a pre-tax basis
     which the  Participant  could have elected if he or she were  participating
     actively in the RSP.

          (f) "RSP Employer".  An amount posted prior to January 1, 1994 related
     to pre-tax contributions which the Participant could not make to the RSP or
     which are made on behalf of Designated  Participants without regard to such
     pre-tax contributions.

     I.18 "Deferral Election" or "Election" means irrevocable  elections made by
a Participant (a) to reduce his or her Compensation for a Plan Year by an amount
equal to the product of his or her  Deferral  Percentage  and such  Compensation
subject to the Deferral Election;  (b) to select whether Deferrals for that Plan
Year will be paid in an Installment Form of Payment; and (c) to select a Payment
Date for the MIC Deferrals for that Plan Year.

     I.19  "Deferral  Percentage"  means (a) with  respect  to  Replacement  RSP
Employee  Deferrals,  the percentage of a Participant's  Compensation for a Plan
Year which is to be deferred  and posted to this Plan;  and (b) with  respect to
MIC Deferrals,  the percentage of a Participant's  Compensation  for a Plan Year
which is to be deferred and posted to this Plan.

     I.20 "Designated  Participant" means an individual on the list of Employees
set forth in an Appendix to the Pension  Plan as not being an eligible  employee
for the purpose of the Pension Plan.
                  
     I.21  "Effective  Date" means  generally  January 1, 1991 and, where noted,
January 1, 1994, the dates upon which certain provisions of this document become
effective.

     I.22 "Eligible Employee" means with respect to each Plan Year:

          (a) with respect to the  Retirement  Benefit,  each  Employee who is a
     participant  in the Pension Plan or would be a  participant  in the Pension
     Plan if they were not a Designated Participant.

          (b) prior to 1994 with respect to Deferrals:

               (1) each Employee who is a  Participant  in the RSP for that Plan
          Year and whose pre-tax  contributions  which would otherwise have been
          made for that Plan  Year to the RSP are  limited  by the  Contribution
          Dollar Limit; or

               (2) each Employee who is a Designated  Participant  for that Plan
          Year.

          (c)  after  1993 with  respect  to  Deferrals,  each  Employee  who is
     participating in the Whitman Corporation  Management Incentive Compensation
     Plan during that Plan Year.

     I.23 "Employee" means any person who is considered to be an employee of the
Company  pursuant to the personnel  policies of the Company;  and on and after a
Change of Control, who renders services as a common law employee to the Company.

     I.24  "Enrollment   Election"  means   irrevocable   elections  made  by  a
Participant  (a) to select the term of his or her  Installment  Form of Payment;
(b) to select the Payment Date of his or her Accounts  following  Termination of
Employment;  and (c) to select the form of payment of his or her  Accounts as of
December 31, 1993.

     I.25 "ERISA" means the Employee  Retirement Income Security Act of 1974, as
amended from time to time.

     I.26 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     I.27  "Insider"  means  for a  Plan  Year,  or  any  portion  thereof,  the
Participant  is  subject  to the  reporting  requirements  of  Section 16 of the
Exchange Act.

     I.28 "Installment Form of Payment" means separately with respect to (a) his
or her  Accounts  (other  than  his or her  MIC  Account)  or (b) his or her MIC
Account,  the term of years selected by the Participant in his or her Enrollment
Election form over which to pay such Accounts in annual installments  commencing
as of what would  otherwise  have been the  Payment  Date of such  Accounts  and
payable on each January 1 thereafter  over a period of not less than two (2) nor
more than fifteen (15) years (stated as a number of whole  integers),  with each
installment  being an amount  equal to the amount  determined  by  dividing  the
applicable  balance of such  Accounts as of the date of payment by the number of
dates of payment remaining in the installment period (including the current date
of payment).

     I.29 "Internal  Revenue Code" or "Code" means the Internal  Revenue Code of
1986,  as amended,  any  subsequent  Internal  Revenue  Code and final  Treasury
Regulations.  If there is a subsequent  Internal  Revenue Code,  any  references
herein to Internal  Revenue Code sections shall be deemed to refer to comparable
sections of any subsequent Internal Revenue Code.

     I.30 "Investment  Election" means,  effective on and after January 1, 1994,
an election,  on such form that may be required by the Benefit Trust  Committee,
made by a Participant to direct the method of measuring the investment return on
his or her Deferrals (other than MIC Deferrals). No Investment Election shall be
deemed to have been given to the Benefit Trust  Committee  unless it is complete
and  delivered in accordance  with the  procedures  established  by such Benefit
Trust Committee for this purpose.

     I.31  "Investment  Fund"  or  "Fund"  means  one or more of the  investment
alternatives  which are available under the RSP at any determination date unless
designated otherwise by the Benefit Trust Committee,  and which are used by this
Plan as a  measurement  of  investment  return on  Accounts  other  than the MIC
Account.

     I.32  "Investment  Grade Rating" means a rating either (a) at or above Baa3
by Moody's Investors  Service,  Inc. or (b) at or above BBB by Standard & Poor's
Corporation, or the prevailing equivalent ratings at the time.

     I.33 "Maximum Annual Additions  Limitation" means the limitation imposed by
Code section 415 on benefits  payable by defined  contribution  plans  qualified
under Code section 401(a).

     I.34 "Maximum Annual Benefit  Limitation"  means the limitation  imposed by
Code section 415 on benefits  payable by defined benefit pension plans qualified
under Code sections 401(a) including application of the combination  limitations
of Code section 415(e) to cause a further reduction, if any, of such benefits.

     I.35 "MIC Award" means the amount of award payable to a  Participant  under
the Whitman Corporation Management Incentive Compensation Plan.

     I.36  "Notice  Date"  means  the  date  established  by the  Benefit  Trust
Committee  as the  deadline  for it to receive a Deferral  Election or any other
notification with respect to an  administrative  matter in order to be effective
under this Plan.

     I.37 "Parent"  means any person (as such term is used in Sections 13(d) and
14(d)(2) of the Exchange Act), other than any employee benefit plan sponsored by
the Parent or the  Company,  (i) having  directly  or  indirectly  a  beneficial
ownership  (within  the  meaning  of  Rule  13d-3  under  the  Exchange  Act) of
securities of the Company representing  twenty-five percent (25%) or more of the
combined voting power of the Company's then  outstanding  securities  ordinarily
(and apart from rights  accruing in special  circumstances)  having the right to
vote in the election of directors; and (ii) with an Investment Grade Rating.

     I.38 "Participant"  means an Eligible Employee who begins to participate in
this Plan after  completing the  eligibility  requirements.  An individual  will
remain a Participant  until the latest of (a) distribution of the balance of all
of his or her Accounts; or (b) payment of his or her Retirement Benefit, if any,
is completed (or made in a single sum).

     I.39 "Payment Date" means:

          (a) with respect to Accounts,  the date payment is made in  accordance
     with Article X or the first day of the fifteenth  (15th) month  following a
     Participant's   Termination  of  Employment  unless  such  Participant  has
     selected  an  earlier  Payment  Date  for  (1)  his or her  Accounts  on an
     Enrollment  Election  form  or (2) his or her MIC  Accounts  on a  Deferral
     Election Form; or

          (b) the date a  Participant's  Retirement  Benefit is  distributed  or
     commences to be distributed as described in Article X.

     I.40 "Pension Plan" means the Whitman Corporation  Pension Plan;  effective
January 1, 1992, the Pepsi-Cola General Bottlers, Inc. Pension Plan for Salaried
Employees and any Successor Plan.

     I.41 "Plan" means the Whitman Corporation  Executive Retirement Plan, as it
may be validly amended from time to time.

     I.42 "Plan Year" means the annual accounting period of this Plan which ends
on each December 31.

     I.43  "Retirement  Benefit" means a monthly (or single sum) pension benefit
payable to a Participant and determined in accordance with Article V.

     I.44 "RSP"  means the  Whitman  Corporation  Retirement  Savings  Plan,  as
amended from time to time and any Successor Plan.

     I.45 "Section  401(m)  Limitation"  means the limit imposed by Code section
401(m).

     I.46 "Settlement Date" means the date on which financial  transactions from
a Trade Date are considered to be settled which is deemed to be the same date as
of which such  transaction  would have settled under the RSP with respect to the
same  type  of  financial  transaction  (e.g.  Investment  Election,  Conversion
Election, Payment Date).

     I.47 "Spouse"  means a person who is considered  the  Participant's  spouse
under the RSP and Pension Plan, whichever is applicable.

     I.48 "Successor Plan" means a  tax-qualified,  retirement plan described in
section  401(a) of the Code into  which the  assets  and  liabilities  have been
merged or transferred in accordance  with section 414(l) of the Code and section
208 of ERISA from the Pension Plan or the RSP, respectively,  and which provides
benefits,  options, features and rights, each comparable in material respects to
those available in the Pension Plan or RSP, whichever is applicable.

     I.49 "Sweep Date" means the date established by the Benefit Trust Committee
as the  cutoff  date  and  time  for the  Benefit  Trust  Committee  to  receive
notification  with respect to a financial  transaction  in order to be processed
with respect to such Trade Date.

     I.50  "Termination  of  Employment"  occurs  when a person  ceases to be an
Employee  as  determined  by the  personnel  policies of the  Company;  provided
however,  transfer of employment from the Company,  or from one affiliate of the
Company,  to another affiliate of the Company shall not constitute a Termination
of  Employment  for  purposes  of this Plan.  If a person  would  cease to be an
Employee  because of a Change of  Control,  solely for the purpose of this Plan,
such person will not be considered to have incurred a Termination  of Employment
if the person's  successor  employer,  either  expressly or by operation of law,
assumes the Plan and Trust,  the  obligations  and  liabilities  of the Plan and
Trust,  and agrees to the  responsibilities  of the  Company  under the Plan and
Trust.

     I.51 "Trade  Date" means the date as of which a  financial  transaction  is
considered by this Plan to have occurred  which is deemed to be the same date as
of which such transaction  would have occurred under the RSP with respect to the
same  type  of  financial  transaction  (e.g.  Investment  Election,  Conversion
Election, Payment Date).

     I.52 "Trust"  means the trust  created by the Whitman  Corporation  Benefit
Trust Agreement as it may be validly amended from time to time.

ARTICLE II
----------

                                  PARTICIPATION

     II.1 Eligibility. On or after the Effective Date:

          (a)  Participant on January 1, 1991.  Each person who has a balance in
     his or her Accounts, or who has accrued a Retirement Benefit, as of January
     1, 1991 shall be a Participant as of January 1, 1991.

          (b) Other Eligible Employee. Each other Eligible Employee shall become
     a  Participant  with respect to the Plan Year in which he or she becomes an
     Eligible Employee;  provided however, on or after January 1, 1994, a person
     who was an Employee  prior to becoming an Eligible  Employee shall become a
     Participant as of the first day of the Plan Year commencing on or after the
     date he or she became an Eligible Employee.

     II.2 Enrollment Election.

          (a)  Participant on January 1, 1994.  Each person who is a Participant
     on January 1, 1994 shall complete,  sign and return an Enrollment  Election
     form  provided  for that  purpose by the Benefit  Trust  Committee,  to the
     Benefit Trust Committee no later than the designated Notice Date.

          (b) Other Eligible  Employees.  Each person first eligible to become a
     Participant  shall  complete,  sign and return an Enrollment  Election form
     provided for that purpose by the Benefit  Trust  Committee,  to the Benefit
     Trust Committee no later than the designated Notice Date.
                                          
ARTICLE III
-----------

                         PARTICIPANT DEFERRAL ELECTIONS

     III.1 Employee  Deferral  Election.  Prior to the date payments of Accounts
are accelerated under Section 10.8, the following shall apply;  after such date,
no Deferral Elections will be effective.

          (a) For each Plan Year  commencing  on or after  January  1,  1994,  a
     Participant who is an Eligible Employee and who desires to have Replacement
     RSP  Employee  Deferrals  made on his or her  behalf  shall file a Deferral
     Election  pursuant to procedures  specified by the Benefit Trust  Committee
     specifying (1) his or her Deferral  Percentage of not less than two percent
     (2%) nor more than ten percent (10%) (stated as a whole integer percentage)
     and authorizing the Compensation otherwise payable to him or her for a Plan
     Year to be reduced and  deferred  hereunder to such  Participant's  Payment
     Date; and (2) whether or not the Replacement  RSP Employee  Account created
     with respect to such Plan Year will be distributed in the Installment  Form
     of Payment.

          (b) For each Plan Year  commencing  on or after  January  1,  1994,  a
     Participant  who is an  Eligible  Employee  and who  desires to have an MIC
     Deferral made on his or her behalf shall file a Deferral  Election pursuant
     to procedures  specified by the Benefit Trust Committee  specifying (1) his
     or her Deferral  Percentage  of not less than 5% nor more than 100% (stated
     as a whole integer  percentage)  and  authorizing  his or her  Compensation
     payable for a Plan Year to be reduced  and  deferred  hereunder  to a fixed
     Payment  Date not  earlier  than two (2) full Plan Years after the date the
     Deferral  Election  is received by the  Benefit  Trust  Committee;  and (2)
     whether or not the MIC Account  created with respect to such Plan Year will
     be distributed in the Installment Form of Payment.

          (c)  Notwithstanding  Subsection  (a)  hereof,  for any Plan  Year the
     Benefit Trust Committee may, without amending this Plan, determine that the
     maximum Deferral Percentage shall be greater or lesser than the percentages
     set  forth in  Subsection  (a)  hereof.  Otherwise,  the  maximum  Deferral
     Percentage as provided in Subsection (a) hereof shall apply.

          (d) Any Replacement RSP Employee  Deferral Election which has not been
     properly  completed,  or which is submitted at a time when the  Participant
     does not have outstanding a properly completed Investment Election, will be
     deemed not to have been  received  and be void.  A  Participant's  Deferral
     Election shall be effective only if received by the Benefit Trust Committee
     on or before the Notice Date for a Plan Year.

     III.2  Election  Procedures.  If properly  received  by the  Benefit  Trust
Committee,   a  Deferral   Election  may  be  effective  only  with  respect  to
Compensation paid in a Plan Year to which the Deferral Election applies and only
with  respect  to  Compensation  paid  after the  Notice  Date for the  Deferral
Election.  Consistent with the above,  the Benefit Trust Committee may establish
rules and procedures  governing  when a Deferral  Election will be effective and
what Compensation will be deferred by the Deferral Election; provided such rules
and  procedures  are not more  permissive  than the terms and provisions of this
Plan.

     III.3  Coordination  with RSP.  Notwithstanding  a  Participant's  Deferral
Election,  if a Participant  makes a "401(k)  Hardship"  withdrawal from the RSP
during a Plan Year, the "401(k) Hardship" withdrawal rules of the RSP, which are
intended to be applicable to this Plan, are incorporated by reference herein and
made a part hereof, but only to the extent required by Treas. Reg.  '1.401(k)-1,
in order for the RSP to be a qualified cash or deferred arrangement.

ARTICLE IV
----------

                             DEFERRALS AND POSTINGS

     IV.1 Replacement RSP Employer Deferral.

          (a) Frequency and Eligibility.  For each period after 1993 for which a
     Participant  makes a Replacement RSP Employee  Deferral,  the Company shall
     post to this Plan on behalf of such Participant an Replacement RSP Employer
     Deferral  as  described  in the  following  Posting and  Allocation  Method
     paragraph.

          (b)  Posting and  Allocation  Method.  The  Replacement  RSP  Employer
     Deferral  for each period  shall total one hundred  percent  (100%) of each
     eligible  Participant's  Replacement RSP Employee  Deferral for the period,
     provided that no Replacement RSP Employer Deferral shall be made based upon
     a Participant's  Replacement RSP Employee Deferral in excess of six percent
     (6%) of his or her  Compensation.  The  Replacement  RSP Employer  Deferral
     shall be posted to the Replacement RSP Employer Account of such Participant
     as of the same date the Replacement RSP Employee  Deferral which it matches
     is posted.

     IV.2 MIC Deferral.

          (a) Frequency and Eligibility.  For each period after 1993 for which a
     Deferral  Election  is in effect,  the  Company  shall post to this Plan on
     behalf of each Participant an amount equal to the amount  designated by the
     Participant as an MIC Deferral on his or her Deferral Election.

          (b)  Posting.  The MIC  Deferral  shall be posted to the MIC  Deferral
     Account  of such  Participant  as of the  date his or her MIC  Award  would
     otherwise have been paid to the Participant.
                         
     IV.3 Pay Based Deferral.

          (a) Frequency  and  Eligibility.  For each Plan Year,  the Company may
     make a Pay Based Deferral in an amount  determined by the Company on behalf
     of  each  Participant  who is an  Eligible  Employee  and  who  would  have
     qualified  for a similar  deferral in the RSP had such person been eligible
     to  participate  in the RSP and in an amount  determined in the Posting and
     Allocation Method paragraph.

          (b) Posting and  Allocation  Method.  The Pay Based  Deferral for each
     period  shall be  posted as of the date  determined  by the  Benefit  Trust
     Committee  (but not later than the tax filing  deadline  for the  Company's
     federal  income tax return for the Plan Year with  respect to which the Pay
     Based Deferral relates,  including  extensions) to the Pay Based Account of
     each of the  Participants  for the Plan Year in direct  proportion to their
     Compensation.

     IV.4 Replacement RSP Employee Deferral.

          (a)  Frequency and  Eligibility.  For each period for which a Deferral
     Election  is in effect,  the  Company  shall post to this Plan on behalf of
     each  Participant  an  amount  equal  to  the  amount   designated  by  the
     Participant as an Replacement RSP Employee  Deferral on his or her Deferral
     Election.

          (b) Posting.  The Replacement RSP Employee Deferral shall be posted to
     the  Replacement  RSP Employee  Account of such  Participant as of the date
     such Compensation amount would otherwise have been paid to the Participant.

     IV.5 RSP Employer Deferral.

          (a) Frequency and Eligibility.

               (1) Pre-1991. Amounts posted to a Participant's Accounts for each
          Plan Year prior to 1991 are determined  under the terms and provisions
          of this Plan as it existed during any such Plan Year.

               (2)  Post-1990  and  Pre-1994.  For each Plan Year after 1990 and
          prior to 1994,  the Company  shall post to this Plan on behalf of each
          Participant  whose pre-tax  contribution to the RSP was limited by the
          Contribution  Dollar  Limit  for  that  Plan  Year,  and  who is not a
          Designated Participant for that Plan Year, an RSP Employer Deferral as
          described in (b)(2) of the  following  Posting and  Allocation  Method
          paragraph.

               (3)  Designated  Participant.  For each Plan Year  after 1990 and
          prior to 1994,  the Company  shall post to this Plan on behalf of each
          Participant  who is a Designated  Participant and an Employee for that
          Plan Year,  an RSP  Employer  Deferral as  described  in (b)(3) of the
          following Allocation Method paragraph.

          (b) Posting and Allocation Method.

               (1) Pre-1991. RSP Employer Deferrals for Plan Years prior to 1991
          shall be posted as of January 1, 1991, to the RSP Employer Account.

               (2) Post-1990 and  Pre-1994.  The RSP Employer  Deferral for each
          Plan Year after 1990 and prior to 1994 shall be an amount equal to (A)
          minus (B) where:

                    (A) is equal to the amount of  matching  contribution  which
               would  have been  made to the RSP for the Plan Year  based on the
               assumptions   that  (i)  the   Participant   has   made   pre-tax
               contributions  to the RSP at the rate of six percent  (6%) of his
               or her  compensation as defined in the RSP, without regard to the
               Maximum Annual  Additions  Limitation,  the  Contribution  Dollar
               Limit and the Compensation Limit; and (ii) matching contributions
               to the RSP were made with respect to such  amounts in  accordance
               with the terms of the RSP without  regard to the  Maximum  Annual
               Additions Limitation and the Section 401(m) Limitation; and 

                    (B) is equal to the actual  amount of matching  contribution
               made on behalf of the  Participant  to the RSP for the Plan Year.

               The RSP Employer Deferral after 1990 shall be posted to the RSP
          Employer  Account  as of the same  date it would  have  been made as a
          matching  contribution to the RSP, if it could have been made (or as a
          pay  based  contribution  to the RSP in 1991,  if it could  have  been
          made).

               (3) Designated  Participant.  The RSP Employer  Deferral for each
          Plan Year after 1990 and prior to 1994 shall be an amount equal to six
          percent (6%) of the Participant's Compensation,  without regard to the
          Maximum Annual Benefit  Limitation.  For the 1991 Plan Year, an amount
          shall be posted equal to 2% of such  Participant's  Compensation.  The
          RSP Employer  Deferral  after 1990 shall be posted to the RSP Employer
          Account  as of the same date it would  have  been  made as a  matching
          contribution to the RSP, if it could have been made (or as a pay based
          contribution to the RSP in 1991, if it could have been made).

     IV.6 RSP Employee Deferral.

          (a)  Frequency  and  Eligibility.  Amounts  posted to a  Participant's
     Accounts  for each Plan Year prior to 1994 are  determined  under the terms
     and provisions of this Plan as it existed during any such Plan Year.

          (b) Allocation  Method. RSP Employee Deferrals for Plan Years prior to
     1994 shall be posted to the RSP  Employee  Account in  accordance  with the
     terms of the Plan at that time.
                                                                   
ARTICLE V
---------

                      EXCESS RETIREMENT AND DEATH BENEFITS

     V.1 Amount of Pension  Benefits.  Effective on and after January 1, 1994, a
Retirement  Benefit will be paid under this Plan, only as provided in Article X,
to a  Participant  in an annual  amount  payable  monthly equal to the amount by
which (a) exceeds (b).

          (a) The amount of the annual retirement benefit payable in the form of
     a single life annuity the  Participant  would have been entitled to receive
     under  the  Pension  Plan (1) had the  Pension  Plan  (and any  other  plan
     referenced  by the Pension Plan for the purpose of  determining  an "Offset
     Benefit"  as defined in the Pension  Plan) not  applied the Maximum  Annual
     Benefit  Limitation in determining  benefits payable from the Pension Plan;
     and (2) had the  Participant  not been  excluded  from  being an  "Eligible
     Employee" by being listed on an Appendix to the Pension Plan (and any other
     plan  referenced  by the  Pension  Plan for the purpose of  determining  an
     "Offset  Benefit" as defined in the  Pension  Plan).  For  purposes of this
     Section 5.1(a), the compensation used for determining  retirement  benefits
     payable from the Pension Plan (and any other plan referenced by the Pension
     Plan for the purpose of determining  an "Offset  Benefit" as defined in the
     Pension  Plan) shall mean  Compensation  as defined in this Plan for a Plan
     Year.

          (b) The Actuarial  Equivalent  of the amount of the annual  retirement
     benefit  payable monthly which the Participant is entitled to receive under
     the Pension  Plan if it were to commence on the Payment Date and to be paid
     in the form elected by such  Participant  under the Pension Plan, or if the
     Participant  has not made such an election under the Pension Plan,  then in
     the form of either a joint and 100% contingent  annuity,  if married,  or a
     single life annuity, if not married.

     V.2 Amount of Death  Benefit.  Effective  on and after  January 1, 1994,  a
Death Benefit will be paid under this Plan,  only as provided in Article X, to a
Beneficiary of a deceased  Participant in an annual amount payable monthly equal
to the amount by which (a) exceeds (b):
               
          (a) The amount of the annual  death  benefit  payable in the form of a
     single life annuity the  Beneficiary of a deceased  Participant  would have
     been  entitled to receive  under the Pension  Plan (1) had the Pension Plan
     not applied the Maximum Annual Benefit  Limitation in determining  benefits
     payable  from  the  Pension  Plan;  and (2) had the  Participant  not  been
     excluded  from being an "Eligible  Employee" by being listed on an Appendix
     to the Pension Plan. For purposes of this Section 5.3(a),  the compensation
     used for  determining  death  benefits  payable from the Pension Plan means
     Compensation as defined in this Plan for a Plan Year.

          (b) The Actuarial Equivalent of the amount of the annual death benefit
     payable monthly which the Beneficiary of a deceased Participant is entitled
     to receive  under the Pension  Plan if it were to commence on the same date
     as the Death  Benefit  under this Plan and to be paid in the form of single
     life annuity.

     V.3 Pre-1994  Benefits.  Any  Retirement  Benefit  accrued by a Participant
prior to 1994, who is never an Eligible Employee after 1993, shall be determined
and paid solely under the terms of this Plan as it existed prior to 1991.
                                                                   
ARTICLE VI
----------
                          ACCOUNTING FOR PARTICIPANTS'
                        ACCOUNTS AND FOR INVESTMENT FUNDS

     VI.1 Individual Participant Accounting.

          (a) Account  Maintenance.  The Benefit Trust Committee shall cause the
     Accounts for each  Participant to reflect  transactions  involving  amounts
     posted  to the  Accounts  and the  measurement  of  investment  returns  on
     Accounts in accordance  with this Plan.  Investment  returns during or with
     respect to an Accounting  Period shall be accounted  for at the  individual
     account level by "posting" such returns to each of the appropriate Accounts
     of each affected Participant. Account values shall be maintained in shares,
     units or dollars.

          (b) Trade Date  Accounting  and  Investment  Cycle.  For any financial
     transaction  involving a change in the  measurement of investment  returns,
     withdrawals  or  distributions  to be  processed  as of a Trade  Date,  the
     Benefit Trust  Committee  must receive  instructions  by the Sweep Date and
     such instructions  shall apply only to amounts posted to the Accounts as of
     the Trade Date. Such financial  transactions in an Investment Fund shall be
     posted to a Participant's  Accounts as of the Trade Date and based upon the
     Trade  Date  values.  All  such  transactions  shall  be  effected  on  the
     Settlement Date (or as soon as is  administratively  feasible)  relating to
     the Trade Date as of which the transaction occurs.

          (c) Suspension of  Transactions.  Whenever the Benefit Trust Committee
     considers such action to be appropriate,  the Benefit Trust  Committee,  in
     its discretion, may suspend from time to time the Trade Date.

          (d) Error  Correction.  The Benefit  Trust  Committee  may correct any
     errors or  omissions  in the  administration  of this Plan by  restoring or
     charging any Participant's  Accounts with the amount that would be credited
     or charged to the Accounts had no error or omission been made.

     VI.2  Accounting  for  Investment  Funds.  The  investment  returns of each
Investment Fund shall be tracked in the same manner as such Investment Funds are
tracked under the RSP. Investment income,  earnings,  and losses charged against
the Accounts shall be based solely upon the actual  performance (net of expenses
and  charges  allowed  under  the RSP) of each of the  Investment  Funds for the
period of time all or some portion of each of the  Accounts has been  designated
to use such Investment Fund as a measurement of investment  returns. A change of
measurement of returns from one Investment Fund to another, or a distribution or
withdrawal,  shall be  determined as of the same dates and in the same manner as
if  amounts  posted  in  Accounts  were  actually  invested  in the RSP and such
financial transactions were being implemented in the RSP.

ARTICLE VII
-----------

                         INVESTMENT FUNDS AND ELECTIONS

     VII.1  General.  Prior to  January  1,  1994,  a  Participant's  Investment
Election  and  Conversion  Election  (except as  provided  in Section  7.4) with
respect to this Plan were deemed to be identical to each  comparable  investment
direction made by the Participant under the RSP. Effective January 1, 1994, this
Plan will no longer use a  Participant's  RSP investment  directions,  and other
than as provided in Section 7.5, a separate  Investment  Election and Conversion
Election  must be made with  respect to the  Deferrals  and  Accounts;  provided
however,  if no Investment  Election or  Conversion  Election is received from a
Participant on or after January 1, 1994, such Participant will be deemed to have
submitted a Conversion  Election,  effective January 1, 1994 with respect to his
or her Accounts as of December 31, 1993,  which  designates a percentage of such
Accounts to have its investment  returns measured by an Investment Fund which is
the same  percentage and investment  fund in the RSP that such  Participant  had
previously  been deemed to have  designated  prior to January 1, 1994,  with the
exception that any amounts  designated to measure the investment  returns of the
Windsor Fund shall instead use the Large Company Fund.

     VII.2 Investment of Deferrals.

          (a) Investment Election. Each Participant may direct, by submission to
     the  Benefit  Trust  Committee  of a  completed  Investment  Election  form
     provided  for that  purpose by the  Benefit  Trust  Committee,  to select a
     measurement of investment  returns for Deferrals (other than MIC Deferrals)
     posted  to  his  or  her  Accounts   (and  the  portion  of  such  Accounts
     attributable  to such  Deferrals)  in one or more  Investment  Funds.  Each
     Investment  Election shall apply  proportionately  to all Deferrals  (other
     than MIC Deferrals) based upon the relative amount of each.

          (b)  Effective  Date of  Investment  Election;  Change  of  Investment
     Election.  A Participant's  initial  Investment  Election will be effective
     with respect to a Fund on the Trade Date which relates to the Sweep Date on
     which or prior to which the  Investment  Election is  received  pursuant to
     procedures  specified  by  the  Benefit  Trust  Committee.  Any  Investment
     Election  which has not been properly  completed will be deemed not to have
     been  received.  A  Participant's  Investment  Election  shall  continue in
     effect, notwithstanding any change in his or her Compensation or his or her
     Deferral Percentage, until the effective date of a new Investment Election.
     A change in Investment  Election  shall be effective with respect to a Fund
     on the Trade  Date  which  relates  to the Sweep  Date on which or prior to
     which the Benefit Trust Committee receives the Participant's new Investment
     Election.

     VII.3 Investment of Accounts.

          (a) Conversion  Election.  Notwithstanding a Participant's  Investment
     Election,  a  Participant  or  Beneficiary  may  direct the  Benefit  Trust
     Committee,  by submission of a completed  Conversion Election form provided
     for that purpose to the Benefit Trust Committee,  to change the measurement
     of investment  returns of his or her Accounts  (other than the MIC Deferral
     Account).  Each  Conversion  Election  shall apply  proportionately  to all
     affected Accounts based upon the relative balance of each.

          (b) Effective Date of Conversion  Election.  A Conversion  Election to
     change a  Participant's  measurement  of  investment  returns of his or her
     Accounts in one  Investment  Fund to another Fund shall be  effective  with
     respect  to such  Funds on and after the Trade  Date  which  relates to the
     Sweep Date on which or prior to which the Election is received  pursuant to
     procedures  specified by the Benefit Trust Committee.  Notwithstanding  the
     foregoing,  to the extent required by any provisions of an Investment Fund,
     the effective date of any Conversion  Election may be delayed or the amount
     of any  permissible  Conversion  Election  may be reduced.  Any  Investment
     Election  which has not been properly  completed will be deemed not to have
     been received.

     VII.4 Insiders.

     Prior to January 1, 1994, and as of the later of May 5, 1992 or the date on
which such  Participant  becomes an Insider (as  determined by the Benefit Trust
Committee) ("Transfer Date"):

          (a) The measurement of investment returns for an RSP Employer Deferral
     hereunder shall initially be assumed to be the same as the Investment Funds
     in which the Insider's pre-tax  contributions are initially invested in the
     RSP;  and if the Insider does not make  pre-tax  contributions  to the RSP,
     then it  shall  be  assumed  to be that of the  Investment  Fund  primarily
     invested in Company Stock.

          (b) Each Insider's change in investment directions under the RSP shall
     be disregarded for purposes of this Plan:

               (1) if such  change  would  cause any  portion  of the  Insider's
          Deferral  or Accounts to use the Fund  invested  primarily  in Company
          Stock as a measurement of investment return; or

               (2) if such  change is not in amounts  and  effective  as of such
          dates as are determined by the Benefit Trust  Committee under a set of
          rules applicable to all Insiders.

     VII.5 Investment Returns on MIC Deferrals.  All MIC Deferral Accounts shall
have interest as a measurement of investment return. The rate of interest deemed
to be earned on such  Accounts on any day during a 6-month  period  shall be the
stated prime rate of interest charged by Bank of America,  Illinois, N.A. on the
first business day in January or July of such period.

     VII.6 Restrictions on Measurement.  The following  additional  restrictions
shall apply to the  measurement  of investment  return of Deferrals and Accounts
other than those described in Section 7.5:

          (a) Effective  after January 1, 1994, no Investment  Election shall be
     permitted which results in a measurement of investment return for Deferrals
     to be an  Investment  Fund  invested  primarily  in  Company  Stock  and no
     Conversion  Election  shall be permitted  which results in a measurement of
     investment  return for Accounts into or out of an Investment  Fund invested
     primarily in Company Stock;

          (b) Any limitations,  conditions or restrictions  which may be imposed
     by the Benefit Trust Committee; and

          (c) Any limitation,  condition or restriction  which is imposed on the
     measurement of investment returns in or the liquidation of funds out of any
     Investment Fund in the RSP.

     VII.7 Procedures.  The procedures,  frequency and time deadlines for making
an  Investment  Election  or  Conversion  Election  shall  be  the  same  as the
applicable  procedures,  frequency and time deadlines in the RSP,  except to the
extent provided otherwise in this Plan or by the Benefit Trust Committee.

ARTICLE VIII
------------

                             VESTING AND FORFEITURES

     VIII.1 Fully Vested Deferral Accounts.

     A Participant shall be fully vested and have a nonforfeitable  right to his
or her Accounts at all times.
                                                  
ARTICLE IX
----------

                                   WITHDRAWALS

     IX.1 Withdrawals for Hardship.

          (a)  Requirements.  A  Participant  may request the  withdrawal of any
     amount  from the  portion  of his or her  Accounts  (not in  excess  of the
     balance of such  Accounts)  needed to satisfy a financial  need by making a
     withdrawal  request  in  accordance  with a  procedure  established  by the
     Benefit  Trust  Committee.  A financial  need for this purpose is a severe,
     unanticipated hardship, the occurrence of which is beyond the Participant's
     control  and for which  the  amount  needed  to  satisfy  the  hardship  is
     determined  only after the  Participant  has used other  readily  available
     funds or resources (other than this Plan and the RSP).

          (b) Account Sources for Withdrawal.  The withdrawal  amount shall come
     only from the following Accounts, in the following priority order:

                                RSP Employee Account
                                RSP Employer Account
                                Replacement RSP Employer Account
                                Replacement RSP Employee Account
                                Pay Based Account
                                MIC Deferral Account

     IX.2 Withdrawal Processing.

          (a)  Minimum  Amount.  There  is no  minimum  payment  for any type of
     withdrawal.

          (b) Application by Participant. A Participant must submit a withdrawal
     request,  in accordance  with a procedure  established by the Benefit Trust
     Committee,  to the  Benefit  Trust  Committee  to  apply  for  any  type of
     withdrawal.
                             
          (c) Approval by Benefit Trust  Committee.  The Benefit Trust Committee
     is responsible for determining  that a withdrawal  request  conforms to the
     requirements  described  in this Section and  notifying  the Company of any
     payments to be made in a timely manner. Any request to make a withdrawal by
     a  member  of  the  Benefit  Trust   Committee  may  be  approved  only  by
     disinterested  members of the  Benefit  Trust  Committee,  or if none,  the
     Compensation Committee.

          (d) Time of  Processing.  The Company  shall  process  all  withdrawal
     requests  which it receives  by a Sweep Date,  based on the value as of the
     Trade Date to which it relates,  and fund them on the next Settlement Date.
     The Company shall then make payment to the  Participant as soon  thereafter
     as is  administratively  feasible;  provided however,  if such payment will
     result in any  portion of the  payment  (or any other  amount  paid to such
     Participant  during the same Plan Year) not being  deductible  by reason of
     Code section  162(m),  the  Compensation  Committee  may defer payment to a
     later Payment Date designated by it.

          (e) Medium and Form of Payment.  The medium of payment for withdrawals
     is cash. The form of payment for withdrawals shall be a single installment.
  
          (f)  Investment  Fund Sources.  Within each Account used for funding a
     withdrawal,  amounts  shall be taken by type of investment  measurement  in
     direct  proportion  to the  value  of the  Participant's  Accounts  in each
     Investment Fund at the time the withdrawal is made.

ARTICLE X
----------

                                  DISTRIBUTIONS

     Benefits  payable  under  this  Plan  shall  be paid in the  form  and time
prescribed below.

     X.1 Retirement  Benefit.  A Participant who has a  nonforfeitable  right to
receive  a   retirement   benefit  from  the  Pension  Plan  (or  would  have  a
nonforfeitable  right if such  Participant  were eligible to  participate in the
Pension  Plan) shall receive a Retirement  Benefit (less any amounts  previously
paid  to  the  Participant  under  Section  10.7)  in  the  following  Actuarial
Equivalent form of payment and as of the following Payment Date:

          (a) Form of Payment.  The  Participant  may elect a form of payment of
     the Retirement  Benefit in the same manner and form as permitted  under the
     Pension Plan (other than the Social Security  Leveling  Option) without the
     necessity  of spousal  consent;  provided,  however,  (1) the  Compensation
     Committee  in  its  discretion,  or (2)  such  Participant  by  irrevocably
     electing in writing on a form  delivered to the Benefit Trust  Committee on
     or  prior  to his or her  Termination  of  Employment,  and if a  voluntary
     Termination  of  Employment  by  delivering  such form to the Benefit Trust
     Committee  at least six (6) months prior to the Payment  Date,  may convert
     the Retirement Benefit payable under this Plan into an Actuarial Equivalent
     single sum form of payment.

          (b) Time of Payment.  The Payment Date of a  Participant's  Retirement
     Benefit  shall  be  the  earliest  date  on  or  after  the   Participant's
     Termination  of  Employment  as of which  he or she  could  have  commenced
     payment of his or her retirement  benefits from the Pension Plan;  provided
     however,  if payment is made in a single sum and will result in any portion
     of the payment (or any other  amount  paid to such  Participant  during the
     same Plan Year) not being deductible by reason of Code section 162(m),  the
     Benefit Trust  Committee  may defer such  Actuarial  Equivalent  single sum
     payment to a later Payment Date designated by it.

     X.2 Pension Death Benefit.

          (a) Form of Payment. The Death Benefit payable to the Beneficiary of a
     Participant  who is  entitled  to a  Retirement  Benefit  (less any amounts
     previously paid to the  Participant  under Section 10.7) and who dies on or
     after  his  or her  Payment  Date  shall  be in the  form  selected  by the
     Participant  commencing as of such Payment Date. Where a Participant who is
     entitled to a Retirement  Benefit (less any amounts  previously paid to the
     Participant under Section 10.7) dies prior to his Payment Date, the form of
     payment of his or her Beneficiary's  Death Benefit shall be the same as the
     form of  payment  of any death  benefit  payable  under the  Pension  Plan;
     provided  however,  the Compensation  Committee in its discretion,  or such
     Participant by electing in writing on a form delivered to the Benefit Trust
     Committee  prior to his or her Payment Date,  may convert the Death Benefit
     payable  under this Plan into an  Actuarial  Equivalent  single sum form of
     payment.

          (b) Time of Payment.  A Beneficiary's  Death Benefit shall commence to
     be paid as of the earliest date as of which he or she could have  commenced
     payment of a death  benefit from the Pension  Plan;  provided  however,  if
     payment  is made in a single  sum and will  result  in any  portion  of the
     payment (or any other amount paid to such Beneficiary  during the same Plan
     Year) not being  deductible by reason of Code section  162(m),  the Benefit
     Trust Committee may defer such Actuarial Equivalent single sum payment to a
     later Payment Date designated by it.

     X.3 Accounts.

          (a)  Form  of  Payment.  The  form  of  payment  of the  balance  of a
     Participant's  Accounts  (other  than his or her MIC  Account for each Plan
     Year) will be a single sum payment  except with  respect to those  Accounts
     for which the Participant  has selected the Installment  Form of Payment on
     his or her Deferral Election Form, in which case such Accounts will be paid
     in the Installment Form of Payment.

          (b)  Time  of  Payment.   The  Payment   Date  of  the  balance  of  a
     Participant's  Accounts  (other than his or her MIC  Account)  shall be the
     Payment  Date  following   Termination   of  Employment   selected  by  the
     Participant on his or her Enrollment  Election form;  provided however,  if
     such payment will result in any portion of the payment (or any other amount
     paid to such Participant during the same Plan Year) not being deductible by
     reason of Code  section  162(m),  the  Benefit  Trust  Committee  may defer
     payment to a later Payment Date  designated  by it and such Accounts  shall
     continue to have investment returns measured under this Plan.

     X.4 MIC Account.

          (a)  Form  of  Payment.  The  form  of  payment  of the  balance  of a
     Participant's  MIC  Account for each Plan Year will be a single sum payment
     except with  respect to those MIC Accounts  for which the  Participant  has
     selected the  Installment  Form of Payment on his or her Deferral  Election
     Form, in which case such MIC Accounts will be paid in the Installment  Form
     of Payment.

          (b)  Time  of  Payment.   The  Payment   Date  of  the  balance  of  a
     Participant's  MIC  Account  for each Plan Year shall be the earlier of the
     fixed Payment Date  selected by the  Participant  on the Deferral  Election
     Form for the Plan Year or the  Payment  Date  following  a  Termination  of
     Employment  selected  in his  or her  Enrollment  Election  form;  provided
     however,  if payment is made in a single sum and will result in any portion
     of the payment (or any other  amount  paid to such  Participant  during the
     same Plan Year) not being deductible by reason of Code section 162(m),  the
     Benefit  Trust  Committee  may  defer  payment  to  a  later  Payment  Date
     designated  by it and  such  Accounts  shall  continue  to have  investment
     returns measured under this Plan.

     X.5  Death  Benefit  of  Accounts.  Upon the  death of a  Participant,  the
remaining  balance  in his or her  Accounts  shall be paid to the  Participant's
Beneficiary  in a single  sum as soon as  administratively  possible  after  the
Participant's  death;  provided  however,  if such  payment  will  result in any
portion of the payment (or any other amount paid to such Beneficiary  during the
same Plan  Year) not being  deductible  by reason of Code  section  162(m),  the
Benefit Trust  Committee may defer payment to a later Payment Date designated by
it and such Accounts shall continue to have  investment  returns  measured under
this Plan.

     X.6 Prior to 1994. The timing and form of payment of a Retirement  Benefit,
Death  Benefit  and  balance  of  Accounts  with  respect  to a  Participant  or
Beneficiary as of any date of determination prior to 1994 shall be determined by
the terms and provisions of this Plan as of such date.

     X.7 Payments of Retirement  and Death  Benefit Due to an  Investment  Grade
Rating Change.  Notwithstanding Sections 10.1, 10.2 or 10.6, the following shall
apply:

          (a) Retirement Benefit.  If, prior to a Change of Control or more than
     three (3) years  after a Change of  Control,  either (1) the Company or (2)
     the Parent is rated below an Investment  Grade  Rating,  then on such date,
     and on each  December  31 after such date and prior to the date the Company
     and the Parent both have an Investment  Grade Rating,  a single sum payment
     shall be made  immediately  to such  Participant of the amount by which the
     Actuarial Equivalent of (1) exceeds the sum of (2) plus (3):

               (1) the  amount  determined  in  Section  5.1(a)  based  upon the
          assumption that (A) the Participant has a nonforfeitable  right to his
          benefit  from  the  Pension  Plan,  (B)  the   Participant   incurs  a
          Termination  of  Employment as of the date of  determination,  and (C)
          benefits  payable  from  the  Pension  Plan  would  commence  upon the
          earliest  payment  date  allowed  under the Pension  Plan  immediately
          following such Termination of Employment.

               (2) the Actuarial  Equivalent of the amount determined in Section
          5.1(b) based upon the same assumptions as those in Section 10.7(a)(1).

               (3) the Actuarial  Equivalent of amounts paid to such Participant
          based  on any  prior  determination  date  pursuant  to  this  Section
          10.7(a).

          (b)  Retirement  Benefit  After  Payment Date. On or after the Payment
     Date of a Participant's  Retirement  Benefit,  if either (1) the Company or
     (2) the Parent is rated below an Investment Grade Rating, then an Actuarial
     Equivalent  single sum payment of such unpaid  Retirement  Benefit shall be
     made immediately to such Participant.

          (c) Death  Benefit.  If either  (1) the  Company  or (2) the Parent is
     rated  below  an  Investment  Grade  Rating,  then  a  Beneficiary  who  is
     receiving,  or would as of such date  otherwise  be eligible to commence to
     receive a Death Benefit shall be paid  immediately an Actuarial  Equivalent
     single sum payment of such unpaid Death Benefit.

     X.8  Payment  of  Accounts  Due  to  an  Investment  Grade  Rating  Change.
Notwithstanding  Sections  10.3,  10.4 or 10.5, if either (1) the Company or (2)
the Parent is rated below an Investment Grade Rating, then the balance of his or
her Accounts shall be paid immediately in a single sum to such Participant as if
such  Participant  had incurred a Termination  of Employment as of such date the
rating drops below an Investment Grade Rating.

     X.9 Payment of Retirement and Death Benefits Due to a Change of Control. On
and after a Change of Control and  notwithstanding  Sections 10.1, 10.2 or 10.6,
the following shall apply:

          (a)  Termination  of Employment.  Upon  Termination of Employment of a
     Participant  within three (3) years following a Change of Control, a single
     sum payment shall be made  immediately to such Participant of the amount by
     which the Actuarial Equivalent of (1) exceeds (2) plus (3):

               (1) the  amount  determined  in  Section  5.1(a)  based  upon the
          assumption that (A) the Participant has a nonforfeitable  right to his
          benefit from the Pension Plan, (B) the Participant's  early retirement
          benefit  under  the  Pension  Plan is  determined  using  the Table of
          reduction  factors that would have been available to such  Participant
          had he or she not incurred a Termination of Employment until the third
          (3rd)  anniversary  of the Change of  Control  date and based upon the
          Participant's  age as of the Payment  Date,  and (C) benefits  payable
          from the Pension Plan would  commence  upon the earliest  payment date
          allowed under the Pension Plan.

               (2) the Actuarial  Equivalent of the amount determined in Section
          5.1(b) based upon the same assumptions as those in Section  10.9(a)(1)
          except (A).

               (3) the Actuarial  Equivalent of any amounts  previously  paid to
          the Participant under Section 10.7.

          (b) Investment  Grade Rating Within Three Years.  If, within three (3)
     years  following  a Change of  Control,  either (1) the  Company or (2) the
     Parent,  if any, is rated below an Investment  Grade Rating,  then a single
     sum payment  shall be made  immediately  to such  Participant  of an amount
     determined in Section 10.9(a) hereof as if such  Participant had incurred a
     Termination  of  Employment  as of such  date  the  rating  drops  below an
     Investment Grade Rating.

     X.10 Payment of Accounts Due to a Change of Control.  On and after a Change
of Control and  notwithstanding  Sections 10.3,  10.4 or 10.5, in the event of a
Participant's  Termination  of  Employment  within  three (3) years  following a
Change of Control, the balances of his or her Accounts shall be paid immediately
in a single sum.

ARTICLE XI
----------

                                    AMENDMENT

     XI.1 Prior to a Change of Control.  The Company reserves the right to amend
this Plan from time to time by action of the Board of Directors, but without the
written consent of each  Participant and Beneficiary of a deceased  Participant,
no such action may reduce or relieve the Company of any obligation  with respect
to any  Retirement  Benefit  (or Death  Benefit)  accrued or balance of Accounts
maintained  under this Plan by such  Participant (or Beneficiary) as of the date
of such  amendment,  except to the extent such  amendment is required by written
opinion  of  counsel  to  the  Company  to  avoid  recognition  of  income  by a
Participant or Beneficiary subject to federal income taxation.

     XI.2 After a Change of  Control.  This Plan may not be amended  following a
Change of Control.

ARTICLE XII
-----------

                                   TERMINATION

     The  Company,  by action of the Board of  Directors,  reserves the right to
terminate  this  Plan,  provided  the  Company  pays  to  each  Participant  and
Beneficiary,  on such date of termination of this Plan, the Actuarial Equivalent
single  sum  value  of  a  Participant's  unpaid  Retirement  Benefit  (or  of a
Beneficiary's  unpaid Death Benefit) and the balance of Accounts  maintained for
such  Participant (or for a Beneficiary) as of the date of termination  shall be
paid as soon as administratively possible;  provided however, for this purpose a
Participant's  Retirement  Benefit  shall be equal to the  amount  by which  the
Actuarial Equivalent of (1) exceeds (2) plus (3):

               (1) the  amount  determined  in  Section  5.1(a)  based  upon the
          assumption that (A) the Participant has a nonforfeitable  right to his
          benefit from the Pension Plan, (B) the Participant's  early retirement
          benefit  under  the  Pension  Plan is  determined  using  the Table of
          reduction  factors that would have been available to such  Participant
          had he or she not incurred a Termination  of Employment  until the day
          preceding his or her  sixty-fifth  (65th)  birthday and based upon the
          Participant's  age as of the Payment  Date,  and (C) benefits  payable
          from the Pension Plan would  commence  upon the earliest  payment date
          allowed under the Pension Plan.

               (2) the Actuarial  Equivalent of the amount determined in Section
          5.1(b) based upon the same  assumptions as those in subsection  (a)(1)
          above except (A).

               (3) the Actuarial  Equivalent of any amounts  previously  paid to
          the Participant under Section 10.7.

     If within  ten (10) days after a Change of  Control,  the  requirements  of
Sections 10.9(b), (d), (e) and 10.10(b) hereof are not satisfied, the Plan shall
automatically terminate upon final payment of all amounts due in accordance with
Sections 10.9(b), (d), (e), 10.10, 13.3, 13.4 and 13.9 of this Plan.

ARTICLE XIII
-------------

                            MISCELLANEOUS PROVISIONS

     XIII.1 Administration. This Plan shall be administered by the Benefit Trust
Committee.  The Benefit Trust Committee  shall have, to the extent  appropriate,
the same powers,  rights,  duties,  and obligations with respect to this Plan as
the committee of the Trust has under the Trust document (other than the power to
amend this Plan).

     XIII.2 Finality of  Determination.  The  determination of the Benefit Trust
Committee  as to any  disputed  questions  arising  under this  Plan,  including
questions  of  construction  and  interpretation  shall be final,  binding,  and
conclusive upon all persons.

     XIII.3 Expenses.  The expenses of administering this Plan shall be borne by
the Company.

     XIII.4  Indemnification  and Exculpation.  The members of the Benefit Trust
Committee, its agents and officers, directors and employees of the Company shall
be  indemnified  and held  harmless by the Company  against and from any and all
loss,  cost,  liability,  or  expense  that may be  imposed  upon or  reasonably
incurred by them in connection with or resulting from any claim,  action,  suit,
or  proceeding  to which they may be a party or in which they may be involved by
reason of any action  taken or failure  to act under this Plan and  against  and
from any and all amounts paid by them in settlement (with the Company's  written
approval)  or paid by them in  satisfaction  of a judgment  in any such  action,
suit,  or  proceeding.  The foregoing  provision  shall not be applicable to any
person if the loss,  cost,  liability,  or expense is due to such person's gross
negligence or willful misconduct.

     XIII.5  Funding.  While all  benefits  payable  under this Plan  constitute
general corporate obligations,  the Company may establish a separate irrevocable
grantor trust for the benefit of all Participants,  which trust shall be subject
to the  claims of the  general  creditors  of the  Company  in the event of such
corporation's  insolvency,  to be used as a  reserve  for the  discharge  of the
Company's obligations under this Plan to such Participants. Any payments made to
a Participant  under the separate  trust for his benefit shall reduce dollar for
dollar the amount  payable to the  Participant  from the  general  assets of the
Company.  The  amounts  payable  under  this  Plan  shall  be  reflected  on the
accounting  records  of the  Company  but  shall not be  construed  to create or
require  the  creation  of a trust,  custodial,  or  escrow  account,  except as
described   above  in  this  section.   No  Participant  (or  Beneficiary  of  a
Participant)  shall have any right,  title,  or  interest  whatever in or to any
investment  reserves,   accounts,  or  funds  that  the  Company  may  purchase,
establish,  or accumulate to aid in providing  benefits under this Plan. Nothing
contained in this Plan,  and no action taken pursuant to its  provisions,  shall
create a trust or fiduciary  relationship  of any kind between the Company,  the
Parent or  Compensation  Committee and a  Participant,  Beneficiary or any other
person. Neither a Participant nor Beneficiary shall acquire any interest greater
than that of an unsecured, general creditor.

     XIII.6 Corporate Action. Any action required of or permitted by the Company
under  this  Plan  shall  be by  resolution  of  its  Board  of  Directors,  the
Compensation Committee or any person or persons authorized by resolution of such
Compensation Committee.

     XIII.7  Interests not  Transferable.  The interests of the Participants and
their  Beneficiaries  under  this Plan are not  subject  to the  claims of their
creditors and may not be voluntarily  or  involuntarily  transferred,  assigned,
alienated, or encumbered by them.

     XIII.8 Effect on Other Benefit Plans.  Amounts  credited or paid under this
Plan shall not be considered to be compensation  for the purposes of a qualified
pension  plan  maintained  by the Company or the Parent.  The  treatment of such
amounts under other employee benefits plans shall be determined  pursuant to the
provisions of such plans.

     XIII.9  Legal Fees and  Expenses.  After a Change of  Control,  the Company
shall pay all  reasonable  legal fees and expenses  which the  Participant  or a
Beneficiary  may incur as a result of the  Company's  contesting  the  validity,
enforceability or the Participant's  interpretation  of, or determinations  made
under, this Plan or the Trust.

     XIII.10 Deduction of Taxes from Amounts Payable.

          (a)  Distribution.  The  Company  shall  deduct  from the amount to be
     distributed  such  amount as the  Company,  in its sole  discretion,  deems
     proper to protect the Company  against  liability for the payment of death,
     succession,  inheritance,  income,  or  other  taxes,  and out of  money so
     deducted,  the Company may discharge any such  liability and pay the amount
     remaining to the Participant, the Beneficiary or the deceased Participant's
     estate, as the case may be.

          (b)  Withholding.  The Company may withhold  whatever taxes (including
     FICA, state or federal taxes) it, in its sole  discretion,  deems proper to
     protect the Company against  liability for the payment of such  withholding
     taxes and out of the money so deducted,  the Company may discharge any such
     liability.  Withholding for this purpose may come from any wages due to the
     Participant, or if none, from the Participant's Accounts hereunder.

     XIII.11 Facility of Payment. If a Participant or Beneficiary is declared an
incompetent or is a minor and a conservator,  guardian,  or other person legally
charged  with his or her care has been  appointed,  any  benefits  to which such
Participant or  Beneficiary  is entitled  shall be payable to such  conservator,
guardian,  or other person legally charged with his or her care. The decision of
the  Benefit  Trust  Committee  in such  matters  shall be final,  binding,  and
conclusive upon the Company and upon each  Participant,  Beneficiary,  and every
other person or party interested or concerned. The Company and the Benefit Trust
Committee  shall not be under any duty to see to the proper  application of such
payments.

     XIII.12 Merger.  This Plan shall be binding and enforceable with respect to
the obligation of the Company  against any successor to the Company by operation
of law or by  express  assumption  of the  Plan,  and  such  successor  shall be
substituted hereunder for the Company.
 
     XIII.13  Gender  and  Number.  Except  when the  context  indicates  to the
contrary,  when used  herein,  masculine  terms  shall be deemed to include  the
feminine, and singular the plural.

     XIII.14  Invalidity  of Certain  Provisions.  If any provision of this Plan
shall be held invalid or  unenforceable,  such  invalidity  or  unenforceability
shall not affect any other  provisions  hereof and this Plan shall be  construed
and enforced as if such provisions, to the extent invalid or unenforceable,  had
not been included.

     XIII.15  Headings.  The  headings  or  articles  are  included  solely  for
convenience of reference, and if there is any conflict between such headings and
the text of this Plan, the text shall control.

     XIII.16 Notice and Information  Requirements.  Except as otherwise provided
in this Plan or as otherwise  required by law, the Company shall have no duty or
obligation to  affirmatively  disclose to any  Participant or  Beneficiary,  nor
shall any  Participant  or  Beneficiary  have any right to be  advised  of,  any
material information  regarding the Company, or at any time prior to, upon or in
connection with the Company's  purchase,  or any other  distribution or transfer
(or decision to defer any such  distribution)  of any Company Stock or any other
stock held under this Plan.

     XIII.17 Governing Law. This Plan shall be governed by the laws of the State
of Delaware.

     Adopted on the ______ day of  _______________  by the Board of Directors of
the Company as to its obligations.


                    By:
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                 Title:
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